Disclosure controls clause: Copy, customize, and use instantly
Introduction
A disclosure controls clause ensures that the organization implements and maintains proper mechanisms to disclose financial, legal, or operational information as required by law, regulation, or internal policy. This clause outlines the procedures for collecting, verifying, and reporting disclosures, and it aims to ensure transparency and accuracy in financial and operational reporting. It typically applies to public companies or entities with regulatory reporting obligations.
Below are templates for disclosure controls clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.
Standard disclosure controls clause
This variation applies to a general disclosure control policy.
[Party Name] agrees to maintain and enforce disclosure controls and procedures to ensure the accuracy, completeness, and timeliness of all public disclosures, including financial statements, operational reports, and regulatory filings. These controls will be reviewed at least annually and updated as necessary to comply with applicable laws and regulations.
Disclosure controls with senior officer oversight
This variation applies when senior officers are responsible for overseeing disclosure controls.
[Party Name] agrees to establish and maintain disclosure controls, with oversight by the Chief Financial Officer (CFO) and Chief Executive Officer (CEO). These officers will certify the effectiveness of the disclosure controls on a quarterly basis and ensure that all disclosures meet the required legal and regulatory standards.
Disclosure controls with internal audit function
This variation applies when the internal audit function is responsible for verifying disclosure controls.
[Party Name] agrees to establish a system of disclosure controls, subject to regular review by the internal audit department. The internal audit team will verify that all financial and operational disclosures are accurate and compliant with legal requirements, and will report any deficiencies or improvements needed to senior management.
Disclosure controls with materiality threshold clause
This variation applies when materiality thresholds are used to determine the scope of disclosures.
[Party Name] agrees to implement disclosure controls that include a materiality threshold to ensure that only significant financial and operational information is disclosed. Disclosures will be made in accordance with this threshold, and the threshold will be reviewed annually to ensure it aligns with current market and regulatory conditions.
Disclosure controls with regulatory compliance clause
This variation applies when the disclosure controls are specifically designed to ensure regulatory compliance.
[Party Name] agrees to maintain disclosure controls to comply with all applicable regulatory requirements, including the [specific regulation, e.g., Sarbanes-Oxley Act, SEC regulations]. These controls will ensure that all required disclosures are made in a timely and accurate manner, and that the company is in full compliance with legal and regulatory standards.
Disclosure controls with IT system support clause
This variation applies when IT systems are used to support disclosure controls.
[Party Name] agrees to implement disclosure controls that are supported by robust IT systems designed to track and report all required disclosures. These systems will be regularly tested for accuracy and security to ensure that all disclosures are made in compliance with internal and external requirements.
Disclosure controls with risk management integration clause
This variation applies when disclosure controls are integrated with risk management processes.
[Party Name] agrees to integrate its disclosure controls with the company’s risk management processes to ensure that all material risks are disclosed as part of the financial and operational reports. The risk management team will review disclosures related to risk factors and ensure that they are accurately reflected in the company’s reports.
Disclosure controls with audit committee oversight
This variation applies when the audit committee oversees disclosure controls.
[Party Name] agrees to establish disclosure controls, with oversight by the Audit Committee of the Board of Directors. The Audit Committee will review all disclosures related to financial performance and operational matters to ensure that they are accurate, complete, and compliant with all applicable accounting standards and regulations.
Disclosure controls with external audit verification clause
This variation applies when external auditors verify the effectiveness of disclosure controls.
[Party Name] agrees to have an external audit firm verify the effectiveness of its disclosure controls on an annual basis. The external auditors will assess whether the disclosure controls provide reasonable assurance that the company’s financial statements and other disclosures are accurate and comply with applicable regulations.
Disclosure controls with training and awareness program clause
This variation applies when training is provided to employees on disclosure controls.
[Party Name] agrees to implement a training and awareness program for all employees involved in the preparation, review, and approval of disclosures. This program will ensure that all personnel understand their responsibilities under the disclosure controls and are aware of the legal and regulatory requirements related to disclosure.
Disclosure controls with compliance certification clause
This variation applies when senior officers must certify compliance with disclosure controls.
[Party Name] agrees that, on a quarterly basis, the Chief Executive Officer (CEO) and Chief Financial Officer (CFO) will certify that the company’s disclosure controls have been implemented and are effective. This certification will confirm that all disclosures made during the period comply with applicable laws and internal policies.
Disclosure controls with monitoring and reporting clause
This variation applies when there are specific monitoring and reporting requirements for disclosure controls.
[Party Name] agrees to establish monitoring procedures to ensure that its disclosure controls remain effective. Any deficiencies or weaknesses identified during the monitoring process will be reported to senior management and the Audit Committee, and corrective actions will be taken to address these issues promptly.
Disclosure controls with remediation clause
This variation applies when there is a procedure for remediating weaknesses in disclosure controls.
[Party Name] agrees to implement a remediation process in the event that any deficiencies in the disclosure controls are identified. The company will take corrective actions, including revising procedures, enhancing training, or implementing additional systems, to address and resolve any identified weaknesses in the controls.
Disclosure controls with periodic reviews clause
This variation applies when periodic reviews of the disclosure controls are required.
[Party Name] agrees to conduct periodic reviews of its disclosure controls at least annually. The purpose of the review will be to assess the effectiveness of the controls and make adjustments as necessary to ensure ongoing compliance with regulatory requirements and the accuracy of the company’s disclosures.
Disclosure controls with documentation and record retention clause
This variation applies when documentation and record retention requirements are established for disclosure controls.
[Party Name] agrees to document all processes and procedures related to its disclosure controls and to retain these records for a minimum of [X] years. The documentation will include evidence of the implementation and effectiveness of the controls and will be available for review by regulatory authorities or auditors upon request.
Disclosure controls with escalation procedure clause
This variation applies when there is an escalation procedure for issues related to disclosure controls.
[Party Name] agrees to implement an escalation procedure in the event that issues or deficiencies in the disclosure controls are identified. If any issue is not resolved within a reasonable time frame, it will be escalated to senior management, the Audit Committee, and, if necessary, external regulators.
Disclosure controls with corrective action timeline clause
This variation applies when corrective actions for deficiencies in disclosure controls are required.
[Party Name] agrees to implement corrective actions for any deficiencies identified in the disclosure controls, with actions to be completed within [X] days of identification. The timeline for corrective action will be outlined in the internal report and monitored by the Audit Committee.
Disclosure controls with exception reporting clause
This variation applies when exceptions to the disclosure controls are reported.
[Party Name] agrees to establish a process for reporting exceptions to the standard disclosure controls. Any deviations from the established controls will be documented and reported to the Audit Committee, and the company will take appropriate corrective actions to address the exceptions.
Disclosure controls with segregation of duties clause
This variation applies when segregation of duties is required as part of the disclosure controls.
[Party Name] agrees to implement segregation of duties within the disclosure control process to prevent any one individual from controlling all aspects of the disclosure process. This segregation will ensure the accuracy and integrity of disclosures and reduce the risk of errors or fraud.
Disclosure controls with internal reporting requirements clause
This variation applies when internal reporting requirements are established for disclosures.
[Party Name] agrees to establish internal reporting requirements for all disclosures, ensuring that all relevant information is communicated to the appropriate departments or individuals for review and approval before being publicly disclosed. These internal reports will be reviewed periodically to ensure accuracy.
Disclosure controls with regular testing clause
This variation applies when regular testing of the disclosure controls is required.
[Party Name] agrees to conduct regular testing of its disclosure controls to ensure their effectiveness. The testing will be performed by internal or external auditors and will include random checks, simulation exercises, and other methods to evaluate the controls' ability to ensure accurate disclosures.
Disclosure controls with reporting to the board clause
This variation applies when disclosure controls are reported to the board of directors.
[Party Name] agrees to provide the Board of Directors with regular reports on the effectiveness of the company’s disclosure controls. These reports will include a summary of any issues identified, corrective actions taken, and recommendations for improvements. The reports will be submitted at least quarterly.
Disclosure controls with third-party verification clause
This variation applies when third-party verification of the disclosure controls is required.
[Party Name] agrees to have a third-party firm, such as an external auditor, verify the effectiveness of its disclosure controls on an annual basis. The third-party firm will provide a report to the Board of Directors and senior management confirming the adequacy of the controls and identifying any areas for improvement.
Disclosure controls with financial statement verification
This variation applies when financial statements must be verified by disclosure controls.
[Party Name] agrees to implement disclosure controls to ensure that all financial statements provided to regulatory bodies are accurate and complete. These controls will include a verification process to cross-check the financial statements before they are disclosed to external parties.
Disclosure controls with early warning system
This variation applies when an early warning system is included in the disclosure controls.
[Party Name] agrees to establish an early warning system as part of its disclosure controls to identify any discrepancies, errors, or potential issues in financial or operational disclosures. This system will be monitored regularly to ensure that corrective actions are taken immediately when issues are detected.
Disclosure controls with transparency objective clause
This variation applies when the disclosure controls have a transparency objective.
[Party Name] agrees that its disclosure controls will aim to achieve complete transparency in all public disclosures. The company will ensure that all relevant financial, operational, and legal information is disclosed in a clear and accurate manner, in accordance with applicable regulations.
Disclosure controls with internal control system integration
This variation applies when disclosure controls are integrated with the company’s internal control systems.
[Party Name] agrees to integrate its disclosure controls with its internal control system, ensuring that all relevant financial and operational data is thoroughly checked for accuracy and completeness. The internal control system will be tested periodically to confirm its effectiveness in ensuring compliant disclosures.
Disclosure controls with annual reporting requirement
This variation applies when there is an annual reporting requirement for disclosure controls.
[Party Name] agrees to provide an annual report to the Board of Directors outlining the effectiveness of its disclosure controls. This report will include a review of any improvements, challenges, and recommendations for enhancing the controls moving forward.
Disclosure controls with real-time monitoring
This variation applies when disclosure controls include real-time monitoring.
[Party Name] agrees to implement real-time monitoring of all disclosures, ensuring that any discrepancies or errors are immediately flagged for correction. The monitoring system will track financial and operational data as it is disclosed, providing immediate feedback and oversight.
Disclosure controls with corrective action plan
This variation applies when a corrective action plan is required for disclosure controls.
[Party Name] agrees to implement a corrective action plan in the event of any failures in the disclosure controls. If a deficiency is identified, [Party Name] will take immediate steps to rectify the issue, including revising procedures, enhancing oversight, or providing additional training to staff involved in disclosures.
Disclosure controls with independent review clause
This variation applies when an independent review of disclosure controls is required.
[Party Name] agrees to have an independent third party conduct an annual review of its disclosure controls to ensure compliance with relevant regulations and best practices. The results of the review will be shared with the Board of Directors and management for consideration and action.
Disclosure controls with quarterly review clause
This variation applies when quarterly reviews of disclosure controls are required.
[Party Name] agrees to conduct quarterly reviews of its disclosure controls to ensure ongoing compliance and effectiveness. The findings from these reviews will be documented and shared with the Board of Directors, and any necessary adjustments will be implemented within [X] days.
Disclosure controls with responsibility assignment
This variation applies when specific responsibilities are assigned for disclosure controls.
[Party Name] agrees to assign responsibility for the implementation and oversight of its disclosure controls to the Chief Financial Officer (CFO) and a designated compliance officer. These individuals will ensure that all disclosures are made in accordance with applicable laws and company policies.
Disclosure controls with audit trails
This variation applies when disclosure controls include audit trails for accountability.
[Party Name] agrees to maintain a comprehensive audit trail for all disclosures made by the company. The audit trail will document the approval process, the personnel involved, and any modifications made to the disclosures, ensuring accountability and transparency in the reporting process.
Disclosure controls with escalation procedure clause
This variation applies when there is an escalation procedure for disclosure issues.
[Party Name] agrees to implement an escalation procedure for any issues related to disclosure controls. If any discrepancies or failures are detected, the issue will be immediately escalated to senior management, who will then take appropriate corrective actions.
Disclosure controls with regulatory audit clause
This variation applies when regulatory audits are part of the disclosure control process.
[Party Name] agrees to cooperate with regulatory authorities in conducting periodic audits of its disclosure controls. The company will provide all necessary documentation and access to records as part of these audits and will take corrective action if any deficiencies are identified.
Disclosure controls with senior management certification clause
This variation applies when senior management certification of disclosures is required.
[Party Name] agrees that the CEO and CFO will certify the accuracy and completeness of all disclosures submitted to regulatory authorities. The certification will be provided on a quarterly basis, confirming that the company’s disclosure controls are effective and compliant with all relevant regulations.
Disclosure controls with centralized review process
This variation applies when there is a centralized process for reviewing disclosures.
[Party Name] agrees to implement a centralized review process for all disclosures, where designated personnel will review and approve all financial and operational reports before they are released to external stakeholders. This process ensures consistency and compliance with disclosure controls.
Disclosure controls with external verification clause
This variation applies when external verification of disclosures is required.
[Party Name] agrees to have all major disclosures verified by an external auditor or third-party service provider before being made public. This external verification ensures that all information disclosed is accurate, complete, and compliant with applicable laws and regulations.
Disclosure controls with continuous improvement process
This variation applies when there is a continuous improvement process for disclosure controls.
[Party Name] agrees to implement a continuous improvement process for its disclosure controls. Feedback from internal reviews, external audits, and regulatory assessments will be used to refine and enhance the controls, ensuring their ongoing effectiveness and compliance with evolving requirements.
Disclosure controls with document retention clause
This variation applies when there is a document retention policy for disclosure records.
[Party Name] agrees to retain all documentation related to the company’s disclosure controls for a period of [X] years. This includes records of approvals, audits, certifications, and corrective actions taken. The company will ensure that all records are securely stored and accessible for review as needed.
Disclosure controls with training program clause
This variation applies when there is a training program for personnel involved in disclosures.
[Party Name] agrees to provide regular training on disclosure controls for all employees involved in the preparation, review, or approval of disclosures. The training will cover compliance requirements, best practices, and the importance of accurate and timely reporting.
Disclosure controls with timely reporting clause
This variation applies when there is a requirement for timely reporting of disclosures.
[Party Name] agrees to ensure that all disclosures are made in a timely manner, consistent with applicable regulatory deadlines. The company will establish internal deadlines to ensure that all reports and filings are submitted on time, with all necessary approvals in place.
Disclosure controls with cross-departmental coordination clause
This variation applies when there is a requirement for cross-departmental coordination in the disclosure process.
[Party Name] agrees to coordinate with all relevant departments, including finance, legal, and operations, to ensure that all disclosures are accurate, complete, and consistent. Each department will be responsible for providing the necessary information to support the disclosure process.
Disclosure controls with legal compliance review
This variation applies when there is a legal compliance review of disclosures.
[Party Name] agrees to have all disclosures reviewed by the legal department to ensure compliance with applicable laws and regulations before they are made public. The legal department will verify that the disclosures do not contain any material inaccuracies or omissions.
Disclosure controls with reporting to stakeholders
This variation applies when the company reports on its disclosure controls to stakeholders.
[Party Name] agrees to report to stakeholders, including investors and regulatory bodies, on the effectiveness of its disclosure controls. These reports will be made on an annual basis and will include an assessment of the company’s compliance with disclosure requirements and any improvements made during the year.
Disclosure controls with cybersecurity protection
This variation applies when disclosure controls include cybersecurity measures.
[Party Name] agrees to implement cybersecurity measures to protect the confidentiality and integrity of all financial and operational data used in disclosures. These measures will include encryption, access controls, and regular security assessments to prevent unauthorized access or tampering.
Disclosure controls with internal control system update
This variation applies when there is an update process for the internal control system.
[Party Name] agrees to update its internal control system to ensure that it aligns with current regulatory requirements and best practices. The updates will be reviewed and approved by senior management and will be implemented in a timely manner to address any new compliance issues.
Disclosure controls with internal reporting review
This variation applies when internal reports are reviewed as part of the disclosure controls process.
[Party Name] agrees to implement internal reporting review procedures to ensure that all financial and operational data reported internally aligns with external disclosure requirements. These reports will be reviewed on a monthly basis to ensure accuracy before any public disclosures are made.
Disclosure controls with audit report distribution
This variation applies when audit reports are distributed internally and externally.
[Party Name] agrees to distribute audit reports related to disclosure controls to the Board of Directors, management, and external auditors. These reports will include findings, recommendations, and any corrective actions taken, and will be provided within [X] days of the audit’s completion.
Disclosure controls with whistleblower protection
This variation applies when a whistleblower mechanism is included in the disclosure controls.
[Party Name] agrees to implement a whistleblower program that allows employees to report any discrepancies, inaccuracies, or violations in the disclosure process. The program will ensure that whistleblowers are protected from retaliation and their reports are investigated promptly.
Disclosure controls with external regulatory filing requirement
This variation applies when the disclosure controls include requirements for external regulatory filings.
[Party Name] agrees to maintain disclosure controls to ensure that all required filings to external regulatory bodies, including the SEC and other relevant authorities, are made in a timely and accurate manner. These filings will be reviewed before submission to ensure compliance with applicable regulations.
Disclosure controls with real-time discrepancy detection
This variation applies when a system is used to detect discrepancies in disclosures in real time.
[Party Name] agrees to implement a real-time system that monitors disclosures for discrepancies, errors, or inconsistencies. Any issues detected will trigger an immediate review by senior management, and corrective actions will be taken without delay.
Disclosure controls with regulatory audit follow-up
This variation applies when the company follows up on findings from regulatory audits.
[Party Name] agrees to promptly follow up on any findings from regulatory audits of its disclosure controls. Corrective actions will be taken as recommended by the auditors, and progress will be reported to the Audit Committee within [X] days.
Disclosure controls with backup reporting mechanism
This variation applies when a backup reporting mechanism is in place for disclosures.
[Party Name] agrees to implement a backup reporting mechanism in case the primary disclosure system fails. The backup system will ensure that disclosures are made without delay, and will be tested annually for reliability and effectiveness.
Disclosure controls with automated tracking system
This variation applies when an automated tracking system is used to monitor disclosures.
[Party Name] agrees to implement an automated tracking system to monitor all disclosures and ensure they are processed within the required time frames. The system will provide real-time updates to management and will alert personnel when actions are required.
Disclosure controls with senior management evaluation
This variation applies when senior management is involved in evaluating the effectiveness of disclosure controls.
[Party Name] agrees to require senior management to evaluate the effectiveness of the disclosure controls on a semi-annual basis. This evaluation will include a review of all disclosures made during the period, any issues encountered, and recommendations for improvement.
Disclosure controls with cross-functional team involvement
This variation applies when a cross-functional team is involved in ensuring the effectiveness of the disclosure controls.
[Party Name] agrees to establish a cross-functional team that includes representatives from finance, legal, compliance, and other relevant departments to oversee the implementation and effectiveness of disclosure controls. The team will meet quarterly to assess compliance and recommend improvements.
Disclosure controls with exception reporting for regulatory filings
This variation applies when there is an exception reporting mechanism for regulatory filings.
[Party Name] agrees to establish an exception reporting system to identify any discrepancies or delays in regulatory filings. If an exception is identified, the responsible department will be required to provide an explanation and outline corrective actions to ensure future compliance.
Disclosure controls with third-party review of compliance
This variation applies when third-party experts are used to review compliance with disclosure controls.
[Party Name] agrees to engage third-party experts to review its disclosure controls for compliance with applicable laws and regulations. The third-party review will be conducted annually, and the results will be shared with the Board of Directors.
Disclosure controls with independent verification of disclosures
This variation applies when independent verification of disclosures is required.
[Party Name] agrees to have an independent third-party firm verify the accuracy and completeness of all major disclosures, including financial and operational reports, before they are submitted to regulatory bodies or made public.
Disclosure controls with financial impact assessment
This variation applies when there is a requirement to assess the financial impact of disclosures.
[Party Name] agrees to assess the financial impact of all material disclosures to determine their effect on the company’s financial position. The results of this assessment will be included in the final disclosure report submitted to regulatory authorities.
Disclosure controls with internal compliance certification
This variation applies when internal compliance certification is required for disclosures.
[Party Name] agrees to implement an internal certification process where key employees, including the CFO and legal counsel, must certify that all financial disclosures are accurate, complete, and compliant with applicable laws before submission.
Disclosure controls with routine internal audits
This variation applies when routine internal audits are conducted to ensure the effectiveness of disclosure controls.
[Party Name] agrees to conduct routine internal audits of its disclosure controls to ensure compliance with company policies and external regulations. These audits will be performed quarterly and will focus on identifying areas for improvement and ensuring accuracy in the reporting process.
Disclosure controls with automatic compliance checks
This variation applies when automatic compliance checks are incorporated into the disclosure process.
[Party Name] agrees to implement automated compliance checks as part of its disclosure controls. These checks will run on all relevant data and disclosures before they are finalized to ensure full compliance with regulatory requirements and internal policies.
Disclosure controls with management oversight
This variation applies when management oversight is an integral part of the disclosure controls process.
[Party Name] agrees that senior management will oversee the disclosure controls to ensure that all reports and filings are complete, accurate, and compliant with applicable laws. Management will be responsible for addressing any issues that arise during the disclosure process.
Disclosure controls with corrective actions for non-compliance
This variation applies when corrective actions are required for non-compliance with disclosure controls.
[Party Name] agrees to take corrective action if any of its disclosures are found to be non-compliant with internal controls or regulatory standards. These actions will include revising the disclosures, implementing process improvements, and ensuring that the non-compliance is fully rectified.
Disclosure controls with risk management integration
This variation applies when disclosure controls are integrated with risk management strategies.
[Party Name] agrees to integrate disclosure controls with its risk management strategies to identify any potential risks or uncertainties that may affect the accuracy or completeness of disclosures. The company will take proactive steps to manage these risks and mitigate their impact on disclosures.
Disclosure controls with electronic submission system
This variation applies when an electronic submission system is used for disclosures.
[Party Name] agrees to implement an electronic submission system for regulatory filings and other public disclosures. This system will streamline the process, reduce errors, and ensure that all required reports are submitted in a timely manner.
Disclosure controls with legal department review
This variation applies when the legal department is responsible for reviewing disclosures.
[Party Name] agrees that all significant disclosures, including financial statements and regulatory filings, will be reviewed by the legal department to ensure compliance with applicable laws and regulations. The legal department will provide a formal opinion on the adequacy of the disclosures before submission.
Disclosure controls with key performance indicators (KPIs)
This variation applies when KPIs are used to measure the effectiveness of disclosure controls.
[Party Name] agrees to establish key performance indicators (KPIs) for its disclosure controls, including metrics related to timeliness, accuracy, and regulatory compliance. These KPIs will be monitored regularly to ensure that the disclosure process meets internal and external standards.
Disclosure controls with disclosure committee oversight
This variation applies when a disclosure committee oversees the entire disclosure process.
[Party Name] agrees to establish a disclosure committee responsible for overseeing the entire disclosure process. The committee will ensure that all disclosures are reviewed, accurate, complete, and in compliance with applicable regulations, and will provide recommendations for improvements as necessary.
Disclosure controls with access control for sensitive information
This variation applies when there is a need for strict access control over sensitive disclosure information.
[Party Name] agrees to implement access control mechanisms to limit access to sensitive disclosure information. Only authorized personnel will have access to this information to ensure confidentiality and prevent unauthorized changes or errors in the disclosures.
Disclosure controls with internal reporting to board
This variation applies when internal reports on disclosure effectiveness are provided to the Board.
[Party Name] agrees to provide quarterly internal reports to the Board of Directors on the effectiveness of its disclosure controls. These reports will include a summary of any issues encountered during the quarter, corrective actions taken, and recommendations for future improvements.
Disclosure controls with stakeholder communication clause
This variation applies when there is a requirement to communicate disclosure issues to stakeholders.
[Party Name] agrees to promptly communicate any significant issues or delays related to disclosures to stakeholders, including investors, regulators, and the Board of Directors. A communication plan will be developed and executed to ensure stakeholders are informed of any issues that may impact disclosure deadlines or accuracy.
Disclosure controls with data validation procedures
This variation applies when data validation procedures are integrated into the disclosure process.
[Party Name] agrees to implement data validation procedures as part of the disclosure controls to ensure that all financial and operational data is accurate, consistent, and complete. These procedures will be reviewed regularly to ensure that they meet the company’s reporting requirements.
Disclosure controls with review of external reports
This variation applies when external reports, such as third-party audits, are reviewed as part of the disclosure controls.
[Party Name] agrees to review all external reports, such as third-party audits or financial statements, to ensure that the disclosures align with the company’s internal reporting practices. Any discrepancies will be addressed before the external reports are finalized.
Disclosure controls with self-assessment tool
This variation applies when a self-assessment tool is used to evaluate the effectiveness of disclosure controls.
[Party Name] agrees to implement a self-assessment tool that allows management and employees to evaluate the effectiveness of the disclosure controls. The tool will be used to identify areas for improvement and ensure the company’s compliance with applicable regulations.
Disclosure controls with post-disclosure review
This variation applies when a post-disclosure review is conducted to assess accuracy.
[Party Name] agrees to conduct a post-disclosure review after each major disclosure to assess the accuracy, completeness, and compliance with internal policies and external regulations. Any discrepancies will be identified and addressed in subsequent disclosures.
Disclosure controls with third-party verification of compliance
This variation applies when third-party verification of compliance with disclosure controls is required.
[Party Name] agrees to engage a third-party service provider to verify the company’s compliance with its disclosure controls. The third-party will assess whether the disclosure process meets regulatory requirements and industry best practices and will provide a report with findings and recommendations.
Disclosure controls with quarterly compliance audit
This variation applies when there is a requirement for a quarterly compliance audit.
[Party Name] agrees to conduct a quarterly audit of its disclosure controls to ensure compliance with applicable regulations. The audit will include an evaluation of internal processes, accuracy of disclosures, and adherence to regulatory guidelines. The audit report will be submitted to senior management and the Board of Directors.
Disclosure controls with issue resolution protocol
This variation applies when there is an issue resolution protocol for disclosure controls.
[Party Name] agrees to implement an issue resolution protocol for any discrepancies or errors identified during the disclosure process. The protocol will ensure that issues are resolved promptly, and corrective measures are implemented to prevent recurrence. Senior management will be informed of all significant issues and their resolutions.
Disclosure controls with management approval for final disclosures
This variation applies when management approval is required before disclosures are finalized.
[Party Name] agrees that all final disclosures, including financial reports and regulatory filings, will require approval from senior management before being submitted. Management will review all disclosures for accuracy, completeness, and compliance with applicable laws and regulations.
Disclosure controls with external audit support
This variation applies when external auditors assist with the disclosure control process.
[Party Name] agrees to engage external auditors to support the verification of disclosure controls and financial statements. The external auditors will provide an independent assessment of the company’s disclosure practices and provide recommendations for improving control processes.
Disclosure controls with data security measures
This variation applies when data security is a key aspect of the disclosure process.
[Party Name] agrees to implement stringent data security measures to protect sensitive information related to disclosures. These measures will include encryption, multi-factor authentication, and access restrictions to ensure that data remains secure throughout the disclosure process.
Disclosure controls with periodic testing of accuracy
This variation applies when periodic testing of disclosure accuracy is required.
[Party Name] agrees to conduct periodic testing of the accuracy and completeness of disclosures. These tests will involve random sampling of disclosure documents, cross-checking data, and ensuring consistency with underlying financial records. Results of the tests will be reported to senior management.
Disclosure controls with continuous monitoring of regulatory changes
This variation applies when continuous monitoring of regulatory changes is part of the disclosure controls.
[Party Name] agrees to continuously monitor changes in relevant regulations and ensure that disclosure controls are updated to remain in compliance with new legal requirements. Any changes in regulatory standards will be reflected in the company’s disclosure procedures immediately upon identification.
Disclosure controls with third-party verification of accuracy
This variation applies when third-party verification is required to ensure accuracy.
[Party Name] agrees to employ a third-party verification service to confirm the accuracy of all public disclosures before they are made. The third-party service will cross-check financial and operational data, ensuring that all disclosed information is accurate, complete, and compliant with regulatory standards.
Disclosure controls with formal whistleblower process
This variation applies when a formal whistleblower process is implemented as part of the disclosure controls.
[Party Name] agrees to establish a formal whistleblower process to allow employees or stakeholders to report concerns regarding potential errors or omissions in the company’s disclosures. The company will ensure that all whistleblower reports are taken seriously, investigated promptly, and addressed in compliance with applicable laws.
Disclosure controls with financial reporting verification
This variation applies when a verification process for financial reports is required.
[Party Name] agrees to implement a financial reporting verification process to ensure that all financial statements are complete, accurate, and in compliance with applicable accounting standards. Verification will be conducted by the internal accounting team and, where appropriate, an external auditor before reports are finalized.
Disclosure controls with a compliance committee review
This variation applies when a compliance committee reviews all disclosures.
[Party Name] agrees to form a compliance committee responsible for reviewing all disclosures for regulatory compliance. The committee will assess the accuracy, completeness, and timeliness of disclosures before approval by senior management and external submission.
Disclosure controls with conflict-of-interest disclosure
This variation applies when disclosure controls require conflict-of-interest reporting.
[Party Name] agrees to implement disclosure controls that ensure any potential conflicts of interest related to financial or operational disclosures are fully disclosed. This will include regular declarations of conflicts from key personnel involved in the disclosure process.
Disclosure controls with audit trail for decision-making
This variation applies when there is an audit trail for the decision-making process related to disclosures.
[Party Name] agrees to maintain an audit trail for all decisions made during the disclosure process. This will include documentation of who approved disclosures, the rationale behind each decision, and any changes made during the preparation or review stages.
Disclosure controls with timely error correction mechanism
This variation applies when there is a mechanism to correct errors in disclosures in a timely manner.
[Party Name] agrees to implement a timely error correction mechanism for any mistakes or inaccuracies identified in disclosures. Once an error is detected, the company will correct the disclosure within [X] days and notify relevant stakeholders of the amendment.
Disclosure controls with detailed disclosure log
This variation applies when a detailed log is maintained for all disclosures.
[Party Name] agrees to maintain a detailed log of all disclosures made, including the date, type of disclosure, personnel involved, and any follow-up actions required. This log will be reviewed periodically to ensure that all disclosures are made accurately and in compliance with applicable regulations.
Disclosure controls with backup documentation requirements
This variation applies when backup documentation is required for all disclosures.
[Party Name] agrees to maintain backup documentation for all public disclosures, including supporting data, financial statements, and regulatory filings. The backup documentation will be stored securely and made available for review upon request by regulatory bodies or auditors.
Disclosure controls with regular control updates
This variation applies when regular updates are made to the disclosure controls.
[Party Name] agrees to regularly update its disclosure controls to ensure they remain effective in light of changing regulatory requirements and company needs. Updates will be made at least annually or as needed based on changes in laws or internal processes.
Disclosure controls with financial statement review procedure
This variation applies when a detailed procedure for reviewing financial statements is part of the disclosure controls.
[Party Name] agrees to implement a review procedure for all financial statements prior to disclosure. This procedure will involve multiple layers of review, including internal audit and senior management, to ensure that all statements are accurate and compliant with applicable accounting standards.
Disclosure controls with exception handling protocol
This variation applies when there is a specific protocol for handling exceptions in disclosures.
[Party Name] agrees to implement an exception handling protocol for any disclosures that deviate from the company’s standard practices. The protocol will include escalation procedures, corrective actions, and follow-up reviews to ensure that exceptions are addressed effectively.
Disclosure controls with independent board oversight
This variation applies when the board of directors has independent oversight over disclosure controls.
[Party Name] agrees to establish independent oversight by the Board of Directors for the company’s disclosure controls. The Board will receive regular updates on the effectiveness of these controls and approve any significant changes to disclosure practices.
Disclosure controls with document approval workflow
This variation applies when there is a defined workflow for approving disclosure documents.
[Party Name] agrees to implement a document approval workflow for all disclosures. This workflow will include multiple approval stages, with designated personnel responsible for reviewing and authorizing each disclosure before it is finalized and submitted to regulatory authorities.
Disclosure controls with external stakeholder review
This variation applies when external stakeholders review disclosures as part of the process.
[Party Name] agrees to engage external stakeholders, such as investors or regulatory bodies, in reviewing significant disclosures. The company will solicit feedback from these stakeholders and incorporate their input into the final disclosures to ensure transparency and accuracy.
Disclosure controls with monitoring of compliance deadlines
This variation applies when the company monitors compliance deadlines for disclosures.
[Party Name] agrees to implement a monitoring system that tracks all compliance deadlines for disclosures. This system will alert management when deadlines are approaching, ensuring that all required disclosures are made on time and in accordance with applicable laws.
Disclosure controls with transparency reports
This variation applies when transparency reports are produced as part of the disclosure controls.
[Party Name] agrees to produce an annual transparency report detailing its disclosure practices, the effectiveness of its disclosure controls, and any improvements made during the year. This report will be made available to stakeholders, including investors and regulators.
Disclosure controls with specific departmental responsibility
This variation applies when specific departments are responsible for disclosure controls.
[Party Name] agrees to assign specific departments, such as finance, legal, and compliance, to oversee different aspects of the disclosure process. Each department will be responsible for ensuring that disclosures related to their areas of expertise are accurate and compliant with regulations.
Disclosure controls with escalation process for non-compliance
This variation applies when there is an escalation process for non-compliance with disclosure controls.
[Party Name] agrees to implement an escalation process for any instances of non-compliance with disclosure controls. If non-compliance is identified, the issue will be escalated to senior management and the Audit Committee for immediate review and corrective action.
Disclosure controls with continuous training for employees
This variation applies when employees involved in disclosures are regularly trained on disclosure controls.
[Party Name] agrees to provide ongoing training for all employees involved in the preparation, review, or approval of disclosures. The training will ensure that employees are familiar with current regulations, internal policies, and best practices for making accurate and compliant disclosures.
Disclosure controls with periodic control assessments
This variation applies when periodic assessments of disclosure controls are conducted.
[Party Name] agrees to conduct periodic assessments of its disclosure controls, including a review of their effectiveness and any potential weaknesses. These assessments will be conducted annually or whenever significant changes occur in the company’s reporting requirements.
Disclosure controls with documentation of corrective actions
This variation applies when corrective actions are documented for any failures in disclosure controls.
[Party Name] agrees to document all corrective actions taken to address any deficiencies in the disclosure controls. This documentation will include the nature of the issue, the corrective steps taken, and any improvements made to prevent future occurrences. The documentation will be reviewed by senior management.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.